Major conversion means a conversion of an existing ship:
Conversion Floor Price Condition means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definitions.
Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).
Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
Make-Whole Fundamental Change Conversion Period has the following meaning:
Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.
Automatic Conversion Date shall have the meaning specified in Section 15.12(a).
Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.
Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.
Mandatory Conversion Date has the meaning set forth in Section 7(a).
VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.
Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).
Conversion Date shall have the meaning set forth in Section 4(a).
Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).
Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.
Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:
Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.
Step-Down Date The later to occur of:
Event Date shall have the meaning set forth in Section 2(d).
Forced Conversion Date shall have the meaning set forth in Section 6(d).
Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.
Initial Conversion Price has the meaning specified in Section 13.01.
SOFR Determination Date has the meaning specified in the definition of “Daily Simple SOFR”.
SOFR Interest Determination Date means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date in respect of the relevant Interest Period, as specified in the applicable Pricing Supplement.In addition to defining the relevant Interest Periods and Interest Payment Dates, the applicable Pricing Supplement shall specify and describe, as applicable, any relevant interest commencement date, interest period end date, interest determination date, index maturity, rate cut-off date, any other terms relating to the particular method of calculating interest on the Compound SOFR Note (including any applicable payment delay, lockout or suspension period, lookback or observation shift) and any other terms applicable specifically to such Compound SOFR Note.Average SOFR NotesUnless otherwise provided for or modified in the applicable Pricing Supplement, Average SOFR Notes will bear interest at a rate per annum equal to Average SOFR (as defined below) plus the Spread.With respect to any Interest Period, unless otherwise specified or modified in the applicable Pricing Supplement, “Average SOFR” will be calculated by the Calculation Agent on each SOFR Interest Determination Date (as defined below) as follows (with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001): 0 Where: